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EXHIBIT 4.1.1.  INCENTIVE STOCK OPTION AGREEMENT 

                    FIRST ALLIANCE CORPORATION
                 INCENTIVE STOCK OPTION AGREEMENT

     This Incentive Stock Option Agreement ("Option Agreement") is between 
First Alliance Corporation, a Delaware corporation (the "Company"), and the 
employee named in Section 1 below (the "Optionee").

                         W I T N E S S E T H:
                         -------------------

     WHEREAS, the Company has adopted the First Alliance Corporation 1996 
Stock Incentive Plan (the "Plan") for the purpose of encouraging ownership 
of the Class A Common Stock, $.01 par value ("Common Stock"), of the Company 
by eligible key employees, directors and independent contractors of the 
Company and its subsidiaries, of providing increased incentive for such 
persons to render services and to exert maximum effort for the business 
success of the Company, and of further strengthening the identification of 
such persons with the stockholders; and

     WHEREAS, Section 422 of the Internal Revenue Code provides that an 
employee shall not be taxed upon the exercise of an option that qualifies as 
an incentive stock option, provided that the employee does not dispose of 
the shares acquired upon exercise of such option until two years after the 
option is granted to the employee and one year after the option is 
exercised; and 

     WHEREAS, the Company, acting through the Stock Incentive Committee of 
its Board of Directors (the "Committee") and through its stockholders, has 
determined that its interests will be advanced by the issuance to Optionee 
of an incentive stock option under the Plan;

     NOW, THEREFORE, for and in consideration of these premises it is agreed 
as follows:

1.  IDENTIFYING PROVISIONS:  As used in this Option Agreement, the 
following terms shall have the following respective meanings:

(a)  Optionee: ____________________________________________
(b)  Date of Grant: _____________ ("Date of Grant")
(c)  Number of shares subject to Option Agreement: ___________
(d)  Exercise Price per share: $17.00 ("Exercise Price")
(e)  Expiration Date: ________________ ("Expiration Date")

2.  OPTION.  Subject to the terms and conditions contained herein and to 
stockholder approval of the Plan, the Company hereby grants to Optionee the 
right and option ("Option") to purchase from the Company up to that number 
of shares of its Common Stock specified in Section 1(c) of this Option 
Agreement, at a price per share equal to the Exercise Price.  This Option is 
intended to qualify to the maximum extent possible as an incentive stock 
option under Section 422 of the Internal Revenue Code, as amended (the 
"Code") and therefore meets the following requirements: (i) the Exercise 
Price is not less than the fair market value of the Common Stock on the date 
when the Company completed the corporate action constituting an offer of 
stock for sale to the Optionee; (ii) the Option is not exercisable more than 
one year after the employee ceases to be employed because of death or a 
disability (as defined in Section 22(e)(3) of the Code) or more than three 
months after the Optionee otherwise ceases to be an employee of the Company 
or its parent or a subsidiary, and (iii) the Optionee does not own stock 
possessing more than ten percent of the total combined voting power of all 
classes of stock of the Company (or, if the Optionee does own such voting 
power, such further conditions required under Code Section 422 have been 
satisfied).  The Plan has been approved by the Company's stockholders.  

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3.  OPTION PERIOD.  The Option herein granted may not be exercised, and 
is not exercisable, after the Expiration Date.  This Option shall not be 
exercisable on the Date of Grant but, subject to such further terms and 
limitations set forth herein, upon the expiration of six months after the 
Date of Grant (the "Vesting Date"), and thereafter on each anniversary of 
the Vesting Date this Option shall become exercisable to purchase, and shall 
vest with respect to, a number of shares of Common Stock (rounded to the 
nearest whole share) such that the aggregate number of shares of Common 
Stock as to which this Option has become exercisable shall equal the total 
number of shares subject to this Option Agreement (as specified in 
Section 1(c)), multiplied by the percentage set forth below with respect to 
the specified anniversary of the Vesting Date:


                                                Additional        Total
                                                Percentage     Percentage of 
                                                 of Option        Option
                  Date                          Exercisable     Exercisable
                  ----                         -------------   -------------
Six months after the Date of Grant 
  (the "Vesting Date"):                              25%           25%
On the first anniversary of the Vesting Date:        25%           50%
On the second anniversary of the Vesting Date:       25%           75%
On the third anniversary of the Vesting Date:        25%          100%

4.  PROCEDURE FOR EXERCISE.  The Option herein granted may be exercised 
by written notice by Optionee to the Secretary of the Company setting forth 
the number of shares of Common Stock with respect to which the Option is to be 
exercised, and specifying such further information regarding delivery of 
such shares as the Secretary of the Company may reasonably request.  Payment 
shall be by means of (i) cash, cashier's check or bank draft, payable to the 
order of the Company, (ii) a non-cancellable commitment from a brokerage 
firm acceptable to the Secretary of the Company to pay the aggregate 
Exercise Price from the proceeds of a sale of Common Stock issuable upon 
exercise of the Option, (iii) at the option of the Optionee, in Common Stock 
theretofore owned by such Optionee for at least six months, or (iv) a 
combination of cash, cashier's check or bank draft and Common Stock.  As 
promptly as practicable after exercise of this Option, the Company shall 
issue or cause to be issued to Optionee the number of shares of Common Stock 
with respect to which the Option has been so exercised.  The Option may not 
be exercised with respect to less than 25 shares.

5.  TERMINATION OF EMPLOYMENT.  If Optionee's employment with the Company 
is terminated prior to the Expiration Date for any reason, including death or 
disability, the Option shall immediately terminate to the extent it is not 
exercisable on the date of Optionee's termination of employment.  To the 
extent that the Option is exercisable on the date of Optionee's termination 
of employment for any reason, including death or disability, the Option may 
be exercised at any time on or before the earlier of (i) the close of 
business on the ninetieth (90th) day after such date of termination of 
employment, and (ii) the Expiration Date.

6.  TRANSFERABILITY.  This Option shall not be transferable by Optionee 
otherwise than by Optionee's will or by the laws of descent and 
distribution.  During the lifetime of Optionee, the Option shall be 
exercisable only by him.  Any heir or legatee of Optionee shall take rights 
under this Option subject to the terms and conditions of this Option 
Agreement.  No such transfer of this Option Agreement to heirs or legatees 
of Optionee shall be effective to bind the Company unless the Company shall 
have been furnished with written notice thereof and a copy of such evidence 
as the Committee may deem necessary to establish the validity of the 
transfer and the acceptance and assumption by the transferee or transferees 
of the obligations of the Optionee and of the other terms and conditions 
hereof.

7.  NO RIGHTS AS STOCKHOLDER.  Optionee shall have no rights as a 
stockholder with respect to any shares of Common Stock covered by this 
Option Agreement until the date of issuance of shares of Common Stock 
purchased pursuant to this Option Agreement.  Until such time, Optionee 
shall not be entitled to dividends or to vote at meetings of the 
stockholders of the Company.  Except as provided in paragraph 8 hereof, no 
adjustment shall be made for dividends (ordinary or extraordinary, whether 
in cash or securities or other property) paid or distributions or other 
rights granted in respect of any share of Common Stock for which the record 
date for such payment, distribution or grant is prior to the date upon which 
the Optionee shall have been issued share certificates, as provided 
hereinabove.

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8.  ADJUSTMENTS.  If the outstanding shares of Common Stock are increased, 
decreased or exchanged for or converted into cash, property or a 
different number or kind of shares or securities, or if cash, property or 
shares or securities are distributed in respect of such shares of Common 
Stock, in either case as a result of a reorganization, merger, consolidation, 
recapitalization, restructuring, reclassification, dividend (other than a 
regular, quarterly cash dividend) or other distribution, stock split, 
reverse stock split, spin-off or the like, or if substantially all of the 
property and assets of the Company are sold, then, unless the terms of such 
transaction shall provide otherwise, the Committee shall make appropriate 
and proportionate adjustments in the number and type of shares or other 
securities or cash or other property that may be acquired pursuant to the 
Option and the exercise or settlement price of the Option, to the extent 
permitted by Sections 162(m) and 422 of the Code, respectively.

9.  COMPLIANCE WITH SECURITIES LAWS.  Upon the acquisition of any shares 
pursuant to the exercise of the Option herein granted, Optionee (or any 
person acting under paragraph 6 of this Agreement) shall enter into such 
written representations, warranties and agreements as the Company may 
reasonably request in order to comply with applicable securities laws or 
with this Option Agreement.

10.  COMPLIANCE WITH LAWS.  Notwithstanding any of the other provisions 
hereof, Optionee agrees not to exercise the Option granted hereby, and that 
the Company will not be obligated to issue any shares pursuant to this 
Option Agreement, if the exercise of the Option or the issuance of such 
shares of Common Stock would constitute a violation by the Optionee or by 
the Company of any provision of any law or regulation of any governmental 
authority.  The certificates representing the shares of Common Stock 
acquired pursuant to the exercise of the Option will be stamped or otherwise 
imprinted with legends in such form as the Company or its counsel may 
require with respect to any applicable restrictions on sale or transfer and 
the stock transfer records of the Company will reflect stop-transfer 
instructions with respect to such shares.

11.  NOTICE OF SALE; WITHHOLDING OF TAX.  Optionee shall promptly notify the 
Company of the sale of any stock issued upon the exercise of the Option if 
such sale takes place either within one year of the date of such exercise or 
within two years of the Date of Grant.  If the Company becomes obligated to 
withhold an amount on account of any tax imposed as a result of the exercise 
of the Option or the disposition of shares of Common Stock acquired by 
exercise of this Option, including, without limitation, any federal, state, 
local or other income tax, or any F.I.C.A., state disability insurance tax 
or other employment tax, the Optionee shall be obligated, as of the first 
date on which the Company is so obligated, to pay such amounts to the 
Company in cash or check, or other property acceptable to the Secretary of 
the Company in his sole discretion; and, if the Optionee fails to make such 
payment as and when due, the Company is hereby authorized by the Optionee 
(i) to withhold from any payments then or thereafter payable to the 
Optionee, any such amounts, and (ii) to refuse to issue or transfer any 
shares otherwise required to be issued or transferred pursuant to the terms 
hereof until all such amounts have been paid.  The Committee may, in its 
sole discretion, allow the Optionee to pay any such amounts through the 
surrender of whole shares of Common Stock or by having the Company withhold 
whole shares of Common Stock otherwise issuable upon the exercise of this 
Option.  Any such shares surrendered or withheld shall be valued at their 
market value, determined by such method as the Secretary of the Company in 
his sole discretion shall determine, and have a market value, as of the date 
on which the amount of tax to be withheld is determined, which is equal to 
the sums required to be withheld.

12.  RESOLUTION OF DISPUTES.  As a condition of the grant of the Option 
hereby and of the ability to exercise the Option, the Optionee and his or 
her heirs and successors agree that any dispute or disagreement which may 
arise hereunder shall be determined by the Committee in its sole discretion 
and judgment, and that any such determination and any interpretation by the 
Committee of the terms of this Option Agreement shall be final and shall be 
binding and conclusive, for all purposes, upon the Company, the Optionee and 
his or her heirs, successors and personal representatives.

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13.  NOTICES.  Every notice hereunder shall be in writing and shall 
conclusively be deemed to be given only if given by personal delivery, by 
courier or by registered or certified mail.  All notices of the exercise of 
any Option hereunder shall be directed to First Alliance Corporation, 17305 
Von Karman Avenue, Irvine, California 92614-6203, Attention: Corporate 
Secretary.  Any notice given by the Company to Optionee directed to 
Optionee's address on file with the Company shall be effective to bind 
Optionee and any other person who shall have acquired rights hereunder.  The 
Company shall be under no obligation whatsoever to advise Optionee of the 
existence, maturity or termination of any of Optionee's rights hereunder and 
Optionee shall be deemed to have familiarized him- or herself with all 
matters contained herein and in the Plan which may affect any of Optionee's 
rights or privileges hereunder.

14.  CONSTRUCTION AND INTERPRETATION.  Whenever the term "Optionee" is 
used herein under circumstances applicable to any other person or persons to 
whom this award, in accordance with the provisions of Section  6 hereof, may 
be transferred, the word "Optionee" shall be deemed to include such person or 
persons.  References to the masculine gender herein also include the 
feminine gender for all purposes.  This Option Agreement shall be 
administered, interpreted and enforced under the laws of the State of 
Delaware, without regard to its choice of law provisions.

15.  AGREEMENT SUBJECT TO PLAN.  This Option Agreement is subject to the 
Plan (including any subsequent amendments thereto).  In the event of a 
conflict between any term or provision contained herein and a term or 
provision of the Plan, the applicable terms and provisions of the Plan will 
govern and prevail.  All definitions of words and terms contained in the 
Plan shall be applicable to this Option Agreement.

16.  EMPLOYMENT RELATIONSHIP.  For purposes of this Option Agreement, an 
employee shall be considered to be in the employment of the Company as long 
as Optionee remains an employee of the Company or any of its subsidiaries.  
Any questions as to whether and when there has been a termination of such 
employment and the cause of such termination shall be determined by the 
Committee, and its determination shall be final.  Nothing contained herein 
shall be construed as conferring upon the Optionee the right to continue in 
the employ of the Company, nor shall anything contained herein be construed 
or interpreted to limit the 'employment at will' relationship between the 
Optionee and the Company.

17.  BINDING EFFECT.  This Option Agreement shall be binding upon and 
inure to the benefit of any successors to the Company.

IN WITNESS WHEREOF, this Option Agreement has been executed as of _________
________________, 199__.
                              FIRST ALLIANCE CORPORATION

                              By:________________________________


                              OPTIONEE

                              ___________________________________